GreenBank Capital Increases Staminier Stake and Acquires Staminier Loan

Rhea-AI Summary

GreenBank Capital Inc. (OTC PINK:GRNBF) announced on August 2, 2022, that it will partially exercise a put option to acquire 29.5% of Staminier's shares, bringing its total ownership to 48.5%. This transaction involves the issuance of 31,972,611 special shares, which can be converted into common shares under specific conditions. Additionally, GreenBank agreed to acquire a loan of £4.975 million (C$7.71 million) to Staminier, payable through 20.7 million common shares. Both transactions await approval from the Canadian Securities Exchange.

Positive

• Increased ownership in Staminier Limited to 48.5%, enhancing control and potential revenues.
• Strategic acquisition of a loan that could strengthen Staminier's financial position.
• Special shares may lead to future common shares, providing potential upside for GreenBank.

Negative

• Acquisition of a substantial loan increases potential financial liabilities if not managed properly.
• Issuance of 20.7 million common shares may dilute existing shareholders' equity.
• Related party transactions raise concerns about fairness and transparency despite independent committee approval.

TORONTO, ON / ACCESSWIRE / August 3, 2022 / GreenBank Capital Inc. (CSE:GBC) and (OTC PINK:GRNBF) and (FRA:2TL) ("GreenBank" or "the Company") is pleased to announce that on 2^nd August the Company received notice on behalf of Staminier shareholders that they wish to exercise the put option granted to the Staminier shareholders in March 2020, and which is due to expire in September 2022, in relation to 29.5% of the issued ordinary share capital of Staminier Limited. The option provides for all, but not some, of the shares in Staminier not already held by GreenBank to be acquired, but GreenBank has agreed to allow a partial exercise of the option. GreenBank has agreed to acquire these shares by the issuance to the vendors of 31,972,611 GreenBank Special Shares, a newly created class of share. The partial exercise and the special share issuance were approved at a Board Meeting on Tuesday 2^nd August and are expected to be completed within the next 2 weeks. Each Special Share is convertible (subject to certain conditions) into one GreenBank common share as contemplated by the terms of the March 2020 put option agreement. The Special Shares carry no rights to vote, no rights to participate in dividends and limited rights to receive capital distributions on the winding up of the Company. As a condition of agreeing to the partial exercise GreenBank has stipulated that any further exercise of the option will be subject to GreenBank's consent, such consent not to be unreasonably withheld or delayed.

Following the acquisition of this additional 29.5% Staminier shareholding, GreenBank will own 48.5% of Staminier Limited.

Separately, on Monday 1^st August GreenBank agreed to acquire a loan of £4.975m (C$7.71m) made to Staminier Limited plus interest accrued to date (C$822,400) and accruing in the future (C$51,700 per month). The loan carries a 100% premium (C$7,710,00) if not repaid or converted by March 2024. The consideration for the acquisition will be paid for by the issuance to the vendors of 20.7m GreenBank common shares from the treasury of GreenBank.

These transactions are subject to the approval of the Canadian Securities Exchange.

Terry Pullen CEO said "On the back of a challenging couple of years globally, during which we have reconstituted GBC, we feel the momentum created by our latest acquisition, will catalyse markets to fully appreciate the tangible development and growth our business has made. We are committed to work on our existing and new opportunities, keep our operating model creatively nimble to disproportionately achieve shareholder value".

The Company is treating the above transactions as being related party transactions as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") because 3 of Greenbank's 4 Directors have an interest in the transactions. A special committee established by the board of directors and consisting of an independent director determined that these related party transactions are fair and reasonable in the circumstances to the Company. Neither the Company nor the related party has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The Company has relied on sections 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement, and section 5.7(a)of MI 61-101 for an exemption from the minority shareholder approval requirements.

For further information, please contact:
Terry Pullen, CEO GreenBank Capital
Email: Terry@GreenBankCapitalInc.com
Tel: +44 (0)7831 402 388

About GreenBank

GreenBank is a publicly traded next generation investment company that has a flexible low-cost overhead structure designed to maximize profitability. Our management are based in Toronto and London and are used to working across borders remotely. GreenBank invests in multi-sector undervalued public and private growth companies focused on building consistent capital appreciation for its shareholders. Our model of remote working, dynamic space and flexible contracts -rather than large, fixed costs - establishes GreenBank as a global investment company for the future.

GreenBank is listed on the Canadian Securities Exchange (CSE:GBC), the Frankfurt Boerse (FRA:2TL) and on the OTC Markets in the USA (OTC PINK:GRNB).

SOURCE: GreenBank Capital Inc.

View source version on accesswire.com:
https://www.accesswire.com/710732/GreenBank-Capital-Increases-Staminier-Stake-and-Acquires-Staminier-Loan

FAQ

What is GreenBank Capital's latest acquisition related to Staminier?

GreenBank Capital is partially exercising its put option to acquire 29.5% of Staminier's shares, increasing its total stake to 48.5%.

What are the financial implications of GreenBank's acquisition of the loan to Staminier?

The acquisition involves a loan of £4.975 million (C$7.71 million), which may impose additional financial strain if not repaid.

How will GreenBank's acquisition affect shareholders of GRNBF?

While increased ownership may yield future benefits, the issuance of 20.7 million shares may dilute existing shareholder value.

When is the completion date for GreenBank's acquisition transactions?

The transactions are expected to be completed within two weeks following the announcement on August 2, 2022.

Are there any risks associated with the related party transactions?

Yes, although deemed fair by an independent committee, related party transactions often raise concerns about potential conflicts of interest.